Directors have a duty of oversight; they are fiduciaries, after all. If they breach that duty, the shareholders can either bring a derivative suit and try to impose individual liability (or reach the insurance), or vote the rascals out of office, thereby besmirching their reputation. But neither remedy is easy. Shareholders face several hurdles to impose governance on the Board.

By Christian Liipfert

This is a daily commentary on selected news articles, from the perspective of information governance. This is collected for a class I am teaching at Rice University's Jones Graduate School of Business on an introduction to information governance and information management.

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